administration...general meeting in terms of section 59(1)(a) of the companies act, 71 of 2008, as...

MPACT Integrated report 201590

ADMINISTRATION

Shareholders’ Analysis 91

Shareholders’ Diary 92

Notice of Annual General Meeting 93

Form of Proxy 103

Glossary of Terms 105

Corporate Information 106

Mpact INTEGRATED REPORT 201590

MPACT Integrated report 2015 91

Overview Of mpact

OperatiOnal review

SummariSed cOnSOlidated financial StatementS

adminiStratiOnabridged SuStainability review

gOvernance

shareholder spreadnumber of

shareholdingsnumber of

shares% of issued

capital

1 – 1 000 3 310 856 767 0,52%

1 001 – 10 000 1 309 3 805 252 2,29%

10 001 – 100 000 365 11 828 799 7,13%

100 001 – 1 000 000 187 55 577 666 33,49%

Over 1 000 000 32 93 890 135 56,57%

total 5 203 165 958 619 100,00%

distribution of shareholdersnumber of


shares% of issued

capital

Custodians 134 41 147 345 24,79%

Collective Investment Schemes 135 40 103 292 24,16%

Organs of State 7 29 507 069 17,78%

Retirement Benefit Funds 158 21 026 798 12,67%

Hedge Funds 40 10 415 356 6,28%

Retail Shareholders 3 749 5 610 993 3,38%

Assurance Companies 30 4 814 546 2,90%

Stockbrokers & Nominees 30 2 863 645 1,73%

Trusts 551 2 138 843 1,29%

Scrip Lending 8 1 729 928 1,04%

Share Schemes 1 1 457 388 0,88%

Private Companies 179 1 340 992 0,81%

Managed Funds 22 980 812 0,59%

Foundations & Charitable Funds 40 870 240 0,52%

Close Corporations 49 689 210 0,42%

Medical Aid Funds 9 675 102 0,41%

Public Companies 14 353 966 0,21%

Investment Partnerships 24 133 824 0,08%

Insurance Companies 5 52 483 0,03%

Public Entities 1 39 011 0,02%

Unclaimed Scrip 13 7 411 0,00%

Control Accounts 4 365 0,00%

total 5 203 165 958 619 100,00%

shareholder typenumber of


shares% of issued

capital

non-public shareholders 10 30 052 369 18,11%

Government Employees Pension Fund 4 27 710 250 16,70%

Share Schemes 1 1 457 388 0,88%

Directors and prescribed officers 5 884 731 0,53%

public shareholders 5 193 135 906 250 81,89%

total 5 203 165 958 619

Fund Managers with a holding greater than 5% of the issued shares

number of shares

% of issued capital

Visio Capital Management 22 516 723 13,57%

Public Investment Corporation 19 014 542 11,46%

Prudential Portfolio Management 14 105 581 8,50%

Mazi Capital 10 820 395 6,52%

Allan Gray 9 234 551 5,56%

total 75 691 792 45,61%

SHAREHOLDERS’ANALYSIS


SHAREHOLDERS’ANALYSIS (continued)

SHAREHOLDERS’DIARYFinancial year-end 31 December

annual General Meeting 2 June 2016

reports

• Interim results for the six months to 30 June 2015 Published 12 August 2015

• Audited results for the year ended 31 December 2015 Published 2 March 2016

dividends

• Interim dividend 30 cents

• Final dividend 80 cents

details of final dividend declared:

• Last day to trade to receive a dividend Friday, 8 April 2016

• Shares commence trading ex dividend Monday, 11 April 2016

• Record date Friday, 15 April 2016

• Payment date Monday, 18 April 2016

share certificates may not be dematerialised or rematerialised between Monday, 11 april 2016 and Friday, 15 april 2016, both days inclusive.

Beneficial shareholders with a holding greater than 5% of the issued shares

number of shares

% of issued capital

Government Employees Pension Fund 27 710 250 16,70%

total 27 710 250 16,70%

Beneficial holding by region total shareholding % held

South Africa 120 513 417 72,62%

United Kingdom 18 533 770 11,17%

United States 17 495 048 10,54%

Namibia 3 813 040 2,30%

Luxembourg 2 956 331 1,78%

Belgium 2 006 545 1,21%

Balance (other countries not listed above) 640 468 0,39%

total 165 958 619 100,00%

total number of shareholdings 5 203

total number of shares in issue 165 958 619

share price performance

Opening price 2 January 2015 R35,59

Closing price 31 December 2015 R46,94

Closing high for period R50,25

Closing low for period R33,81

Number of shares in issue 165 958 619

Volume traded during period 61 106 563

Ratio of volume traded to shares issued (%) 36,82

Rand value traded during period R2 699 485 297


Overview Of mpact

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NOTICE OF ANNUAL GENERAL MEETINGMpact limited(Incorporated in the Republic of South Africa)Registration number 2004/025229/06Share code: MPTISIN: ZAE000156501(“Mpact” or “the company”)

notice is hereBY GiVen to the shareholders of Mpact as at Friday, 18 March 2016, being the record date to receive notice of the Annual General Meeting in terms of section 59(1)(a) of the Companies Act, 71 of 2008, as amended (the “Companies Act”), that the Annual General Meeting of the company, in respect of the year ended 31 December 2015, will be held at The Venue, 17 The High Street, Melrose Arch, Johannesburg, on Thursday, 2 June 2016 at 13:00.

electronic participationShareholders or their proxies may participate in the meeting by way of a teleconference call and, if they wish to do so:

• must contact the Company Secretary by email at the email address: [email protected], by no later than 13:00 on Friday, 27 May 2016 in order to obtain a PIN and dial-in details for that conference call;

• will be required to provide reasonably satisfactory identification, which will include a valid identity document, driver’s licence or passport;

• will be billed separately by their own telephone service providers for their telephone call to participate in the meeting; and

• shareholders participating by teleconference are required to submit their Form of Proxy, as set out on page 103 of this Notice of Annual General Meeting.

This Notice of Annual General Meeting includes the attached Form of Proxy.

record dateThe record date for the purpose of determining which shareholders of the company are entitled to receive the Notice of the Annual General Meeting was Friday, 18 March 2016.

The record date for the purpose of determining which shareholders of the company are entitled to participate in and vote at the Annual General Meeting is Friday, 27 May 2016, in accordance with section 62(3)(a), read with section 59(1)(b), of the Companies Act.

Accordingly, the last day to trade for shareholders to be entitled to attend, speak and vote at the Annual General Meeting is Friday, 20 May 2016.

attendance and VotinGif you are a registered shareholder (i.e. a shareholder who has not dematerialised his/her shares or has dematerialised his/her shares with “own name” registration) as at the record date to attend, speak and vote at the Annual General Meeting of the company (i.e. Friday, 27 May 2016), you may attend the meeting in person. Alternatively, you may appoint a proxy (who need not be a shareholder of the company) to represent you at the meeting. Any appointment of a proxy may be effected by using the attached Form of Proxy and, in order for the proxy to be effective and valid, must be completed and delivered in accordance with the instructions contained in the attached Form of Proxy.

if you are a beneficial shareholder and not a registered shareholder (i.e. a shareholder who has dematerialised his shares without “own name” registration) as at the record date to attend, speak and vote at the Annual General Meeting of the company (i.e. Friday, 27 May 2016):

• and wish to attend the meeting, you must obtain the necessary letter of representation to represent the registered holder in respect of your shares from your CSDP or broker;

• and do not wish to attend the meeting but would like your vote to be recorded at the Annual General Meeting, you should contact the registered holder in respect of your shares through your CSDP or broker and furnish them with your voting instructions; and

• you must not complete the attached Form of Proxy.

All attendees and participants at the Annual General Meeting will be required to provide identification reasonably satisfactory to the Chairman of the Annual General Meeting, which shall include a valid identity document, driver’s licence or passport, in accordance with section 63(1) of the Companies Act.

Shares held by a share trust or other share incentive scheme of the company will not have their votes taken into account at the Annual General Meeting for the purposes of the resolutions proposed in terms of the JSE Listings Requirements.

all voting at the annual General Meeting will be conducted on a poll.


NOTICE OF ANNUAL GENERAL MEETING (continued)

purpose oF the MeetinGThe purpose of this meeting is to:

• present the Directors’ Report and the Audited Annual Financial Statements of the Group for the year ended 31 December 2015;

• elect the directors of the company and the members of the Audit and Risk Committee of the company;

• appoint the auditors of the company;

• present the Audit and Risk Committee Report;

• present the Social and Ethics Committee Report;

• consider any matters raised by shareholders;

• consider and if deemed fit, to pass, with or without modification, the ordinary and special resolutions set out below in the manner required by the Companies Act, the JSE Listings Requirements and the memorandum of incorporation of the company (“MOI”); and

• deal with such other business as may lawfully be dealt with at the Annual General Meeting, which Annual General Meeting is to be participated in and voted at by shareholders registered as such on Friday, 27 May 2016, being the record date to participate in and vote at the Annual General Meeting in terms of section 62(3)(a) read with section 59(1)(b) of the Companies Act.

In order for the special resolutions to be adopted, the support of at least 75% (seventy-five percent), of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.

annual Financial stateMentsThe detailed Annual Financial Statements (as approved by the Board of the company), including the Directors’ Report, the Audit and Risk Committee Report and the Independent Auditor’s Report for the year ended 31 December 2015, are published on the company’s website: www.mpact.co.za. A summary of the Annual Financial Statements is set out on pages 70 to 89 of the Integrated Report of which this notice forms part.

resolutions

ordinary resolution number 1: acceptance of the annual Financial statements

“RESOLVED THAT, the Consolidated Annual Financial Statements of the company (and its subsidiaries) for the year ended 31 December 2015, including the Directors’ Report and the Independent Auditor’s Report therein, be and are hereby received and accepted.”

Percentage of voting rights required to pass this resolution: 50% plus one vote.

ordinary resolution number 2: re-election of director – tda ross

“RESOLVED THAT, TDA Ross, who retires by rotation in accordance with the MOI of the company and, being eligible, offers himself for re-election, be and is hereby re-elected as a director of the company.”

(A brief curriculum vitae in respect of TDA Ross is set out on page 21 of the Integrated Report of which this notice forms part.)


ordinary resolution number 3: re-election of director – nB langa-royds

“RESOLVED THAT, NB Langa-Royds, who retires by rotation in accordance with the MOI of the company and, being eligible, offers herself for re-election, be and is hereby re-elected as a director of the company.”

(A brief curriculum vitae in respect of NB Langa-Royds is set out on page 20 of the Integrated Report of which this notice forms part.)


The Remuneration and Nomination Committees have reviewed the composition of the Board and has recommended the re-election of the directors listed in ordinary resolutions numbers 2 and 3. It is the view of the directors that the re-election of the candidates referred to above would enable the company to:

• responsibly maintain a mixture of business skills and experience relevant to the company and balance the requirements of transformation, continuity and succession planning; and

• comply with corporate governance requirements in respect of matters such as the balance of executive, non-executive and independent directors on the Board.

ordinary resolution number 4: appointment of auditors

“RESOLVED THAT, Deloitte & Touche be and are hereby re-appointed as the independent auditors of the Group and, that Mark Holme is hereby appointed as the individual registered auditor who will undertake the audit of the Group for the ensuing year, and that the Board be and is hereby authorised to fix the terms of engagement and remuneration of the independent auditors.”



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ordinary resolution number 5: election of tda ross as a member of the audit and risk committee

“RESOLVED THAT, TDA Ross, who fulfils the requirements of section 94(4) of the Companies Act, be and is hereby elected as a member of the Audit and Risk Committee of the company, to hold office until the conclusion of the Annual General Meeting of the company to be held in 2017 subject to his re-election as a director pursuant to ordinary resolution number 2.”

(A brief curriculum vitae for TDA Ross is set out on page 21 of the Integrated Report of which this notice forms part.)


ordinary resolution number 6: election of np dongwana as a member of the audit and risk committee

“RESOLVED THAT, NP Dongwana, who fulfils the requirements of section 94(4) of the Companies Act, be and is hereby elected as a member of the Audit and Risk Committee of the company, to hold office until the conclusion of the Annual General Meeting of the company to be held in 2017.”

(A brief curriculum vitae for NP Dongwana is set out on page 20 of the Integrated Report of which this notice forms part.)


ordinary resolution number 7: election of aM thompson as a member of the audit and risk committee

“RESOLVED THAT, AM Thompson, who fulfils the requirements of section 94(4) of the Companies Act, be and is hereby elected as a member of the Audit and Risk Committee of the company, to hold office until the conclusion of the Annual General Meeting of the company to be held in 2017.”

(A brief curriculum vitae for AM Thompson is set out on page 21 of the Integrated Report of which this notice forms part.)


ordinary resolution number 8: endorsement of Mpact’s remuneration policy

“RESOLVED THAT, the company’s remuneration policy, as set out in the Remuneration Committee Report, be and is hereby endorsed by way of a non-binding advisory note.”

In terms of Chapter 2 of King III dealing with boards and directors, it is recommended that companies table their remuneration policy every year to shareholders for a non-binding advisory vote at the Annual General Meeting. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation.

The company’s Remuneration Committee Report is contained on pages 56 to 62 of the Integrated Report of which this notice forms part.

Ordinary resolution number 8 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However, the Board will take the outcome of the vote into consideration when considering the company’s remuneration policy.


special resolutions

special resolution number 1: General authority to acquire/repurchase shares

“RESOLVED THAT, the company hereby approves, as contemplated in paragraph 5.72 of the JSE Listings Requirements, the general authority of the company or any of its subsidiaries from time to time, to repurchase the company’s own securities, upon such terms and conditions and in such amounts as the directors may from time to time decide, but subject to the company’s MOI, the provisions of the Companies Act and the JSE Listings Requirements (each as presently constituted and as amended from time to time), provided that:

• any repurchase of securities must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty (reported trades are prohibited);

• authorisation for the repurchase is given by the company’s MOI;

• at any point in time, the company may only appoint one agent to effect any repurchase(s) on the company’s behalf;

• this general authority will be valid until the company’s next Annual General Meeting, or 15 (fifteen) months from the date of passing of this special resolution, whichever is earlier;

• an announcement will be published as soon as the company, or any of its subsidiaries, has acquired securities of a relevant class constituting, on a cumulative basis, 3% of the number of securities of that relevant class in issue prior to the acquisition pursuant to which the aforesaid 3% threshold is reached, and for each 3% in aggregate acquired thereafter, containing full details of such repurchases, such announcement to be published as soon as possible and not later than 08:30 on the business day following the day on which the relevant threshold is reached or exceeded, and the announcement shall comply with the requirements of the JSE Listings Requirements in this regard;



• repurchases by the company or any of its subsidiaries of its own securities may not, in aggregate in any one financial year, exceed 20% of the company’s issued share capital as at the date of the passing of this resolution (although it should be noted that the directors will limit any purchase to a maximum of 5% of the issued share capital);

• the number of shares purchased and held by a subsidiary or subsidiaries of the company shall not exceed 10% in aggregate of the number of issued shares in the company at the relevant times;

• in determining the price at which securities issued by the company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such securities may be acquired will be 10% of the weighted average of the market value at which such securities are traded on the JSE as determined over the 5 (five) business days immediately preceding the date of repurchase of such securities by the company or any of its subsidiaries. The JSE Limited should be consulted for a ruling if such securities have not been traded during the course of such 5 (five) business day period;

• the company or any of its subsidiaries may not repurchase any securities during a “prohibited period” (as such term is defined in the JSE Listings Requirements), unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and has been submitted to the JSE in writing. The company must instruct an independent third party, which makes its investment decisions in relation to the company’s securities independently of, and uninfluenced by, the issuer, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE;

• any such repurchase is subject to Exchange Control Regulations and approval at that time; and

• a resolution has been passed by the Board of directors authorising the repurchase and confirming that the company and its subsidiaries passed the solvency and liquidity test and that from the time that the test was done there have been no material changes to the financial position of the Group.”

Percentage of voting rights required to pass this special resolution: 75% (seventy-five percent) of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.

reason for and effect

The reason for the passing of the above special resolution is to grant the company a general authority in terms of the Companies Act for the acquisition by the company or any of its subsidiaries of securities issued by the company, which authority shall be valid until the earlier of the next Annual General Meeting, or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company; provided that the general authority shall not extend beyond 15 (fifteen) months from the date of this Annual General Meeting. The passing of this special resolution will have the effect of authorising the company or any of its subsidiaries to acquire securities issued by the company.

directors’ responsibility statement

The directors, whose names are given on pages 20 to 21 of the Integrated Report of which this notice forms part, collectively and individually accept full responsibility for the accuracy of the information pertaining to the above special resolution number 1 and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the above special resolution contains all relevant information required by the JSE Listings Requirements.

statement by the directors

The directors of the company have no present intention of making any repurchases but believe that the company should retain the flexibility to take action if future repurchases were considered desirable and in the best interests of shareholders. The directors of the company undertake that they will not commence a general repurchase of shares, as contemplated in special resolution number 1 above, unless the following can be met:

• the company and its subsidiaries will be able, in the ordinary course of business, to pay its debts for a period of 12 months following the date of the general repurchase;

• the company and the Group’s assets will be in excess of the liabilities of the company and the Group for a period of 12 months following the date of the general repurchase. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements which comply with the Companies Act;

• the company and its subsidiaries will have adequate capital and reserves for ordinary business purposes for a period of 12 months following the date of the general repurchase;

• the working capital of the company and its subsidiaries will be adequate for ordinary business purposes for a period of 12 months following the date of the general repurchase;

• the Board passing a resolution authorising the general repurchase, confirming that the company and its subsidiaries have passed the solvency and liquidity test and further confirming that since the test was performed, there have been no material changes to the financial position of the company and the Group; and

• in the event that the repurchase was made during a prohibited period through a repurchase programme pursuant to paragraph 5.69(h) and/or 14.9(e) of schedule 14 of the JSE Listings Requirements, a statement confirming that the repurchase was put in place pursuant to a repurchase programme prior to prohibited period in accordance with the Listings Requirements.


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the directors of the company hereby state that:

(a) the intention of the directors of the company is to utilise the authority if, at some future date, the cash resources of the company are in excess of its requirements. In this regard, the directors will take account of, inter alia, an appropriate capitalisation structure for the company and the long-term cash needs of the company and will ensure that any such utilisation is in the interests of the shareholders; and

(b) the method by which the company intends to repurchase its securities and the date on which such repurchase will take place, have not yet been determined.

special resolution number 2: approval of non-executive directors’ fees

“RESOLVED THAT the non-executive directors’ fees payable for the period, set out below, be and are hereby approved:

Base fee 1 July 2016 to 30 June 2017

attendance fee 1 July 2016 to 30 June 2017

Full fee 1 July 2016 to 30 June 2017

Board

Chairman* 892 071

Each non-executive director 136 358 108 324 244 683

audit and risk committee

Chairman 216 645 216 645

Each non-executive director 108 191 108 191

remuneration committee

Chairman 163 121 163 121

remuneration and nomination committee


social and ethics committee

Chairman 163 121 163 121


The above fees calculated up to four meetings per annum.

* The Chairman’s fees are an all-inclusive fee.

Percentage of voting rights required to pass this resolution: 75% (seventy-five percent) of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.


Special resolution number 2 is required in terms of section 66(9) of the Companies Act to authorise the company to pay remuneration to non-executive directors of the company in respect of their services as directors. Executive directors are not remunerated for their services as directors but are remunerated as employees of the company.

Furthermore, in terms of the Companies Act and King III, remuneration payable to non-executive directors should be approved by shareholders in advance or within the previous 2 (two) years.

special resolution number 3: approval of financial assistance

“RESOLVED THAT, the Board may, subject to compliance with the requirements of the company’s MOI, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, authorise the company to provide direct or indirect financial assistance by way of loan, guarantee, the provision of security or otherwise, to any of its present or future subsidiaries and/or any other company or corporation that is or becomes related or inter-related to the company or any of its subsidiaries (and/or to any member of such subsidiary or related or inter-related company or corporation) for any purpose or in connection with any matter, including, but not limited to the subscription for any option, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company.”

Percentage of voting rights required to pass this resolution: 75% (seventy-five percent) of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.




It may be necessary for the company to provide intra-group funding in order to conduct the Group’s business or desirous for the company to provide financial assistance to related or inter-related companies and corporations to acquire or subscribe for options or securities or purchase securities of the company or another company related or inter-related to it. Under the Companies Act, the company will, however, require the special resolution referred to above to be adopted. In the circumstances and in order to, inter alia, ensure that the company’s subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing from the company (as opposed to banks) for such purposes, it is necessary to obtain the approval of shareholders, as set out in special resolution number 3.

Sections 44 and 45 of the Companies Act provide, inter alia, that the particular financial assistance must be provided only pursuant to a special resolution of the shareholders, adopted within the previous 2 (two) years, which approved such assistance either for the specific recipient, or generally for a category of potential recipients, and the specific recipient falls within that category, and the Board must be satisfied that:

• immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test; and

• the terms under which the financial assistance is proposed to be given are fair and reasonable to the company.

Section 44 contains an exemption in respect of employee share schemes that satisfy the requirements of section 97 of the Companies Act. To the extent that any of the company’s share or other employee incentive schemes do not satisfy such requirements, financial assistance (as contemplated in section 44) to be provided under such schemes will, inter alia, also require approval by special resolution.

Notice to shareholders of Mpact in terms of section 45(5) of the Companies Act of a resolution passed by the Board authorising Mpact to provide direct or indirect financial assistance to related and inter-related companies and corporations:

• Prior to the delivery of this Notice of Annual General Meeting to the shareholders of the company, the Board adopted a resolution (“Section 45 Board Resolution”) on 1 March 2016 authorising the company to provide, at any time and from time-to-time during the period commencing on the date on which special resolution number 3 is adopted until the date of the next Annual General Meeting of the company, any direct or indirect financial assistance as contemplated in section 45 of the Companies Act to any one or more related or inter-related companies or corporations of the company. The financial assistance will entail loans and any other financial assistance to any of the company’s present or future subsidiaries and/or any other company or corporation that is or becomes related or inter-related to the company or any of its subsidiaries (and/or to any member of such subsidiary or related or inter-related company or corporation) for any purpose or in connection with any matter.

• The Section 45 Board Resolution will be effective only if and to the extent that special resolution number 3 is adopted by the shareholders of the company and the provision of any financial assistance by the company, pursuant to such resolution, will always be subject to the Board being satisfied that: (i) immediately after providing such financial assistance, the company will satisfy the solvency and liquidity test as referred to in section 45(3)(b)(i) of the Companies Act; and (ii) the terms under which the financial assistance is to be given are fair and reasonable to the company as referred to in section 45(3)(b)(ii) of the Companies Act.

• The company hereby provides notice of the Board Resolution to the shareholders of the company.

special resolution number 4: amendment of the company’s Moi

Pursuant to recent amendments to the Listings Requirements and certain legislation applicable to the company, the company determined that it was in the best interests of the company, and in line with best governance practice, to perform a review of its MOI to, inter alia, ensure that its MOI complies with the Listings Requirements and to ensure that any restrictions contained in its MOI are consistent with those applicable in terms of the Companies Act and the Listings Requirements.

“RESOLVED THAT, the company’s MOI be and is hereby amended by:

Special Resolution 4(a)(a) by (i) deleting the definition of ‘Securities Services Act’ at clause xx; (ii) including a new definition of ‘Financial Markets Act’ between the

definitions of ‘Distribution’ and ‘General Meeting’ in the following terms ‘“Financial Markets Act” means the Financial Markets Act, 19 of 2012, as amended or replaced from time to time’; (iii) by updating the numbering in the definitions of the MOI to take into account the changes in 4.a)(i) and 4.a)(ii) and (iii) deleting all references to the ‘Securities Services Act’ in the MOI and replacing such references with the ‘Financial Markets Act’;

Reason for Special Resolution 4(a): The Securities Services Act No. 36 of 2004 (“Securities Services Act”) has been repealed and replaced by the Financial Markets Act, No. 19 of 2012 (“Financial Markets Act”). All references in the MOI to the Securities Services Act consequently must be replaced with references to the Financial Markets Act.

Special Resolution 4(b)(b) substituting clause xxxv of the Interpretation section with the following:

‘xxxv each provision and each sentence and each part of a sentence in this MOI is separate and severable from each other, and to the extent any provision or sentence or part thereof is found to be illegal or unenforceable or inconsistent with or contravenes any provision of the Companies Act and/or the Listings Requirements, or void, such may to that extent only be modified or severed from the MOI, so that the remaining part of that provision or sentence or part thereof, as the case may be, is legal, enforceable or consistent with or does not contravene the Companies Act and/or the Listings Requirements, or is not void;’


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Reason for Special Resolution 4(b): Special Resolution 4(b) intends to provide flexibility to Mpact to the extent that the Listings Requirements are amended and the provisions of the MOI no longer accord with the Listings Requirements.

Special Resolution 4(c)(c) by inserting as clause xxxvi of the Interpretation section the following (with existing clauses xxxvi and xxxvii becoming clauses xxxvii and

xxxviii respectively):

‘xxxxvi If

(a) any provision of this MOI imposes any obligation or requirement pursuant only to the Listings Requirements, then:

(i) unless the company is a “listed company”, as such term is defined in the Listings Requirements, any such provision shall be deemed not to apply to the company; and

(ii) insofar as the JSE exempts or no longer requires compliance with such obligations or requirements, the obligation shall be deemed to have been complied with;

(b) any provision of this MOI limits, restricts or prohibits any power or authority of the company or the Board pursuant only to the Listings Requirements, then insofar as such limitation, restriction or prohibition is waived, relaxed, repealed or amended by the JSE, the power or authority shall be deemed not to be subject to such limitation, restriction or prohibition to the extent of such waiver, relaxation, repeal or amendment without anything further being required;’

Reason for Special Resolution 4(c): Special Resolution 4(c) is proposed to ensure that to the extent that Mpact ceases to be listed on the JSE or the JSE grants Mpact an exemption from compliance with any provision of the Listings Requirements, Mpact will not be obliged in terms of its MOI to comply in such instance.

Special Resolution 4(d)(d) by deleting reference to ‘section 3.16 of the Listings Requirements’ in clause 3.3.1 and substituting it with ‘section 3.19 of the Listings

Requirements’.

Reason for Special Resolution 4(d): Special Resolution 4(d) is proposed to ensure that the MOI refers to paragraph 3.19 of the Listings Requirements pursuant to amendments to the Listings Requirements which brought about changes to the numbering of paragraph 3 of the Listings Requirements.

Special Resolution 4(e)(e) by deleting clause 7.1 in its entirety and replacing same with the following:

‘7.1 Shareholders of the company in general meeting may authorise the directors, subject to paragraph 7.2. below, to issue unissued equity Securities in the capital of the company from time to time and/or to grant options to subscribe for unissued equity Securities in the capital of the company as the directors in their discretion think fit, provided that such transaction/s has/have been approved by the JSE (if necessary) and comply with the Listings Requirements; however, shareholder approval will not be required in terms of this clause 7.1 for such issue unless it is required in terms of the Listings Requirements or the Companies Act.’

Reason for Special Resolution 4(e): Special Resolution 4(e) is proposed to clarify that shareholder approval will be required for an issuance of securities by Mpact to the extent that shareholder approval is required in terms of the Companies Act or the Listings Requirements.

Special Resolution 4(f)(f) by deleting clause 7.2 in its entirety and replacing same with the following:

‘7.2 Subject to paragraphs 7.1 and 7.4, the Board may resolve to issue shares at any time, but only within the classes and to the extent that those shares have been authorised by or in terms of this MOI.’

Reason for Special Resolution 4(f): Special Resolution 4(f) is proposed to take into account the numbering change as a result of the deletion of clause 7.3 of the MOI (see Special Resolution 4(g) below).

Special Resolution 4(g)(g) by deleting clause 7.3 in its entirety and updating the numbering at clause 7 to take into account such deletion;

Special Resolution 4(g): Special Resolution 4(g) is proposed to remove an erroneous reference to the Companies Act.

Special Resolution 4(h)(h) by deleting clause 8.1.1 in its entirety and replacing same with the following:

‘8.1 Shareholders right of pre-emption on issue of unissued equity Securities of an existing class of equity Securities

8.1.1 In the event that the company proposes to issue any equity Securities (or options over equity Securities) other than (it being understood that each of the issues set out in paragraphs 8.1.1.1 to 8.1.1.6 shall not require shareholders’ approval, or further shareholder approval, as applicable):

8.1.1.1 shares issued in terms of options or conversion rights provided that such options or conversion rights have been previously approved, to the extent necessary; or

8.1.1.2 shares to be held under any share option scheme or share incentive scheme which complies with the provisions of Schedule 14 of the Listings Requirements, provided that such issue of shares was previously approved, to the extent necessary; or



8.1.1.3 capitalisation shares contemplated in section 47; or

8.1.1.4 shares issued pursuant to a scrip dividend, as contemplated by the Listings Requirements; or

8.1.1.5 shares issued or to be issued as consideration for any assets, corporeal or incorporeal, or for services rendered; or

8.1.1.6 shares issued for cash pursuant to a general or specific approval given by the shareholders in General Meeting,

each shareholder of the company already holding issued equity securities in the class of shares (or options for equity securities) proposed to be issued has the right, before any other person who is not a shareholder of the company of that class of equity securities (or options for equity securities), to be offered, and within the relevant period(s) prescribed by the Companies Act and/or the Listings Requirements of such offer to subscribe for, that number of the equity securities (or options for equity securities) proposed to be issued which in relation to the total number of equity securities (or options for equity securities) proposed to be issued bears the (as close as possible) same ratio (as determined by the Board) as the number of equity securities in that class already registered in the shareholder’s name at the time of such offer bears to the then total number of issued equity Securities (or options for equity securities) in that class, calculated at the time the offer was made. The offer to each of the shareholders(s) concerned shall, in order to be valid, stipulate only the issue price per equity security (or option for equity securities), the number and class of equity securities (or options) which the shareholder concerned is entitled to, and the total number of equity securities (or options for equity securities) proposed to be issued. [para 10.1 of schedule 10 of the Listings Requirements]’

Reason for Special Resolution 4(h): Special Resolution 4(h) is proposed to clarify the instances where shares may not be issued on a pro rata basis and to make the time periods for a pre-emptive offer consistent with the Listings Requirements.

Special Resolution 4(i)(i) by deleting clause 8.1.2 and clauses 8.3 to 8.5 in their entirety;

Reason for Special Resolution 4(i): Special Resolution 4(i) is proposed to align the MOI with the changes to clause 8.1 (see Special Resolution 4(h) above), including as to timing of a pre-emptive offer.

Special Resolution 4(j)(j) by deleting clause 8.2 in its entirety and replacing same with the following:

‘8.2 issue of a new class of equity Securities (options for equity Securities)

The provisions of clause 8.1 will apply mutatis mutandis to an issue of a class of authorised equity securities which have not been issued, based on the percentage voting rights which that shareholder has in relation to the aggregate general voting rights, calculated at the time the offer was made.’

Reason for Special Resolution 4(j): Special Resolution 4(j) is proposed to remove unnecessary wording and to align this with the changes to clause 8.1 (see Special Resolution 4(h) above).

Special Resolution 4(k)(k) by deleting clause 16.7 in its entirety and replacing same with the following:

“16.7 If, on any issue of shares or other Securities, or on any consolidation or sub-division of shares or other Securities, or on any other transaction with the company, shareholders or other securities holders would, but for the provisions of this paragraph, become entitled to fractions of shares or other securities, all such fractional entitlements shall be dealt with in accordance with the provisions of the Listings Requirements.”

Reason for Special Resolution 4(k): Special Resolution 4(k) is proposed to bring the MOI in line with recent amendments made by the JSE to the Listings Requirements with regard to the treatment of fractional entitlements.

Special Resolution 4(l)(l) by deleting clause 16.15 in its entirety and replacing same with the following:

“The Board shall have the power or authority to:

16.15.1.1 approve the issuing of any authorised shares as capitalisation shares; or

16.15.1.2 issue shares of one class as capitalisation shares in respect of shares or another class; or

16.15.1.3 resolve to permit shareholders to elect to receive a cash payment in lieu of a capitalisation share, (as set out in section 47).”

Reason for Special Resolution 4(l): Special Resolution 4(l) is proposed to bring the requirement for authorisation of a capitalisation issue in line with the Companies Act and the Listings Requirements.

Resolution 4(m)(m) by deleting clauses 21.1 and 21.2 in their entirety and replacing same with the following:

‘21.1 Notwithstanding anything to the contrary contained in this MOI, the Board shall be entitled to authorise and issue any debt instruments, upon such terms and subject to such conditions, as are not precluded or prohibited by the Companies Act or the Listings Requirements, as it may in its discretion determine. (section 43).

21.2 Notwithstanding paragraph 17.1 above, debt instruments shall not be issued with any special privileges, including attending and voting at General Meetings and the appointment of directors. [para 10.10 of schedule 10 of the Listings Requirements]’


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Reason for Special Resolution 4(m): Special Resolution 4(m) is proposed to ensure that directors of Mpact are authorised to issue debt securities, in line with the provisions of the Companies Act, but subject to the restrictions envisaged in the Listings Requirements.

Resolution 4(n)(n) by deleting the words “to be paid to the shareholders of any class in proportion to the number of shares held by them in that class” from

clause 22.4;

Reason for Special Resolution 4(n): Special Resolution 4(n) is proposed to clarify that distribution rights will be dealt with in relation to classes of Shares.

Resolution 4(o)(o) by adding a new clause 22.15 in the following terms:

‘22.15 The provisions of clauses 22.6 to 22.14 shall apply to distributions made to shareholders of a class or classes of shares.’

Reason for Special Resolution 4(o): Special Resolution 4(o) is proposed as a consequence of the amendment contemplated in Special Resolution 4(o).

Resolution 4(p)(p) by deleting the words “and so exercising their votes on the matter” at clause 15.2 of Schedule 2 and the replacement thereof with the

following words

“ For the purposes of this paragraph 15.2 of Schedule 2, any director who is, pursuant to section 75 of the Companies Act or otherwise under this MOI or in law, ineligible to vote on a resolution shall be counted as present for purposes of determining whether a quorum is present for purposes of this clause 15.2.”

Reason for Special Resolution 4(p): Special Resolution 4(p) is proposed to ensure that the MOI is consistent with section 75 of the Companies Act, insofar as same pertains to a quorum for directors’ meetings and to ensure that, notwithstanding that there may be a majority of directors which are conflicted on a particular matter (and who subsequently recuse themselves from the meeting), a quorum can be established to vote upon that matter.

Percentage of voting rights required to pass each of the resolutions set out in 4(a) to 4(p): 75% (seventy-five percent) of the total number of votes, which the shareholders present or represented by proxy at this meeting are entitled to cast, is required.

A complete copy of the revised MOI may be inspected at the company’s registered office,4th Floor, No 3 Melrose Boulevard, Melrose Arch, Johannesburg, during normal business hours from 30 March 2016 up to and including 31 May 2016.

anY Matters raised BY shareholders, With or Without adVance notice to the coMpanYTo deal at the Annual General Meeting with any matters raised by shareholders, with or without advance notice to the company.

VotinG and proXies A shareholder of the company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies (who need not be a shareholder of the company) to attend, vote and speak in his/her stead. On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the company present in person or represented by proxy shall have one vote for every share held in the company by such shareholder.

Dematerialised shareholders who have elected own-name registration in the sub-register through a CSDP and who are unable to attend but wish to vote at the Annual General Meeting, should complete and return the attached Form of Proxy and lodge it with the transfer secretaries of the company.

Shareholders who have dematerialised their shares through a CSDP or broker rather than through own-name registration and who wish to attend the Annual General Meeting must instruct their CSDP or broker to issue them with the necessary letter of representation to attend.

If such shareholders are unable to attend, but wish to vote at the Annual General Meeting, they should timeously provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between that shareholder and his/her CSDP or broker.

Forms of Proxy may also be obtained on request from the company’s registered office. The completed Forms of Proxy must be deposited at, posted or faxed to the transfer secretaries at the address set out on the Form of Proxy attached hereto, and must be received at least 48 hours prior to the meeting.

Any shareholder who completes and lodges a Form of Proxy will nevertheless be entitled to attend and vote in person at the Annual General Meeting should the shareholder subsequently decide to do so.

suMMarY oF the riGhts oF a shareholder to Be represented BY proXYFor purposes of this summary, the term “shareholder” shall have the meaning ascribed thereto in section 57(1) of the Companies Act.

Shareholders’ rights regarding proxies in terms of section 58 of the Companies Act include, inter alia, to at any time appoint any individual, including an individual who is not a shareholder of that company, as a proxy to participate in, and speak and vote at, a shareholders’ meeting on behalf of the shareholder.


A proxy appointment:

• must be in writing, dated and signed by the shareholder; and

• remains valid for:

– one year after the date on which it was signed; or

– any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in section 58(4)(c); or expires earlier as contemplated in section 58(8)(d) of the Companies Act.

Except to the extent that the memorandum of incorporation of the company provides otherwise:

• a shareholder of that company may appoint 2 (two) or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to the different securities held by the shareholder;

• a proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person, subject to any restriction set out in the instrument appointing the proxy; and

• a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting.

Irrespective of the form of instrument used to appoint a proxy:

• the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder;

• the appointment is revocable unless the proxy appointment expressly states otherwise; and

• if the appointment is revocable, a shareholder may revoke the proxy appointment by:

– cancelling it in writing, or making a later inconsistent appointment of a proxy; and

– delivering a copy of the revocation instrument to the proxy and to the company.

The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of the date:

• stated in the revocation instrument, if any; or

• upon which the revocation instrument is delivered to the proxy and the relevant company as required in section 58(4)(c)(ii) of the Companies Act.

Should the instrument appointing a proxy or proxies have been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the relevant company’s MOI to be delivered by such company to the shareholder must be delivered by such company to:

• the shareholder, or

• the proxy or proxies if the shareholder has in writing directed the relevant company to do so and has paid any reasonable fee charged by the company for doing so.

A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the MOI of the relevant company or the instrument appointing the proxy provide otherwise.

If the company issues an invitation to shareholders to appoint one or more persons named by the company as a proxy, or supply a form of instrument for appointing a proxy:

• such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy is intended to be exercised;

• the invitation or Form of Proxy must bear a reasonably prominent summary of the rights established by section 58 of the Companies Act;

• contain adequate space to enable a shareholder to write in the name and, if so desired, an alternative name, of a proxy chosen by the shareholder and provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution or resolutions to be put at the meeting, or abstain from voting;

• the company must not require that the proxy appointment be made irrevocable; and

• the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act.

The practical applications of the aforementioned rights are discussed in the notes to the Form of Proxy attached hereto.

By order of the Board

noriah sepuruCompany Secretary

1 March 2016



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FORM OF pROXYMpact Limited(Incorporated in the Republic of South Africa)Registration number 2004/025229/06Share code: MPTISIN: ZAE000156501(“Mpact” or “the company”)

to be completed by registered certificated shareholders and dematerialised shareholders with own-name registration only

This Form of Proxy relates to the Annual General Meeting of the company to be held at the Venue, 17 the high street, Melrose arch, Johannesburg, on thursday, 2 June 2016 at 13:00 (see note 1) and is for use by registered shareholders whose shares are registered in their own names by the record date for determining which shareholders of the company are entitled to participate in and vote at the Annual General Meeting, being Friday, 27 May 2016 (see note 2).

Terms used in this Form of Proxy have the meanings given to them in the Notice of Annual General Meeting to which this Form of Proxy is attached.

Please print clearly when completing this Form of Proxy and see the instructions and notes at the end of this Form of Proxy for an explanation of the use of this Form of Proxy and the rights of the shareholder and the proxy.

I/We (full name in BLOCK LETTERS)

of (address)

Telephone (work) (home)

Cellphone number

being a shareholder(s) of the company and being the registered owner/s of ordinary shares in the company (note 3)hereby appoint of

failing him/her of

or failing him/her, the Chairman of the Annual General Meeting (see note 4)

to attend and participate in the Annual General Meeting and to speak and to vote or abstain from voting for me/us and on my/our behalf in respect of all matters arising (including any poll and all resolutions put to the Annual General Meeting) at the Annual General Meeting, even if the Annual General Meeting is postponed, and at any resumption thereof after any adjournment (see note 5).

My/Our proxy shall vote as follows:

Please indicate with an “X” in the appropriate spaces how you wish your votes to be cast. If you do not do so, the proxy may vote or abstain at his discretion (see note 6)

For against abstainordinary resolution number 1: Acceptance of the Annual Financial Statementsordinary resolution number 2: Re-election of director – TDA Rossordinary resolution number 3: Re-election of director – NB Langa-Roydsordinary resolution number 4: Appointment of auditorsordinary resolution number 5: Election of TDA Ross as a member of the Audit and Risk Committeeordinary resolution number 6: Election of NP Dongwana as a member of the Audit and Risk Committeeordinary resolution number 7: Election of AM Thompson as a member of the Audit and Risk Committeeordinary resolution number 8: Endorsement of Mpact’s remuneration policyspecial resolution number 1: General authority to acquire/repurchase sharesspecial resolution number 2: Approval of non-executive directors’ feesspecial resolution number 3: Approval of financial assistancespecial resolution number 4: Amendments the MOISpecial Resolution 4(a)Special Resolution 4(b)Special Resolution 4(c)Special Resolution 4(d)Special Resolution 4(e)Special Resolution 4(f)Special Resolution 4(g)Special Resolution 4(h)Special Resolution 4(i)Special Resolution 4(j)Special Resolution 4(k)Special Resolution 4(l)


FORM OF pROXY (continued)

For against abstainSpecial Resolution 4(m)Special Resolution 4(n)Special Resolution 4(o)Special Resolution 4(p)

(Indicate instruction to proxy by way of a cross in the space provided above)

Unless otherwise instructed, my/our proxy may vote as he/she thinks fit.

Signed this day of 2016

Signature

please read the notes below.1. This Form of Proxy will not be effective at the Annual General Meeting unless received at the company’s transfer office, Link Market Services South Africa

Proprietary Limited, by no later than 13:00 on Tuesday, 31 May 2016. If a shareholder does not wish to deliver this Form of Proxy to that address, it may also be posted, at the risk of the shareholder, to Link Market Services South Africa Proprietary Limited, PO Box 4844, Johannesburg, 2000.

2. This Form of Proxy is for use by registered shareholders who wish to appoint another person (a proxy) to represent them at the Annual General Meeting. If duly authorised, companies and other corporate bodies who are registered shareholders may appoint a proxy using this Form of Proxy, or may appoint a representative in accordance with paragraph 11 below.Other shareholders should not use this Form of Proxy. All beneficial shareholders who have dematerialised their shares through a CSDP or broker must provide the CSDP or broker with their voting instruction. Alternatively, if they wish to attend the Annual General Meeting in person, they should request the CSDP or broker to provide them with a letter of representation in terms of the custody agreement entered into between the beneficial shareholder and the CSDP or broker.

3. This proxy shall apply to all ordinary shares registered in the name of the shareholder who signs this Form of Proxy at the record date unless a lesser number of shares is inserted.

4. A shareholder may appoint one person of his own choice as his proxy by inserting the name of such proxy in the space provided. Any such proxy need not be a shareholder of the company. If the name of the proxy is not inserted, the Chairman of the Annual General Meeting will be appointed as proxy. If more than one name is inserted, then the person whose name appears first on the Form of Proxy and who is present at the Annual General Meeting will be entitled to act as proxy to the exclusion of any persons whose names follow. The proxy appointed in this Form of Proxy may not delegate the authority given to him in this Form of Proxy.

5. Unless revoked, the appointment of a proxy in terms of this Form of Proxy remains valid until the end of the Annual General Meeting, even if the Annual General Meeting or part thereof is postponed or adjourned.

6. If:6.1 a shareholder does not indicate on this instrument that the proxy is to vote in favour of or against or to abstain from voting or any resolution; or6.2 the shareholder gives contradictory instructions in relation to any matter; or6.3 any additional resolution/s which are properly put before the Annual General Meeting; or6.4 any resolution listed in the Form of Proxy is modified or amended,then the proxy shall be entitled to vote or abstain from voting, as he thinks fit, in relation to that resolution or matter. If, however, the shareholder has provided further written instructions which accompany this Form of Proxy and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to in paragraphs 6.1 to 6.4, then the proxy shall comply with those instructions.

7. If this Form of Proxy is signed by a person (signatory) on behalf of the shareholder, whether in terms of a power of attorney or otherwise, then this Form of Proxy will not be effective unless:7.1 it is accompanied by a certified copy of the authority given by the shareholder to the signatory; or7.2 the company has already received a certified copy of that authority.

8. The Chairman of the Annual General Meeting may, in his discretion, accept or reject any Form of Proxy or other written appointment of a proxy which is received by the Chairman prior to the time when the Annual General Meeting deals with a resolution or matter to which the appointment of the proxy relates, even if that appointment of a proxy has not been completed and/or received in accordance with these instructions. However, the Chairman shall not accept any such appointment of a proxy unless the Chairman is satisfied that it reflects the intention of the shareholder appointing the proxy.

9. Any alterations made in this Form of Proxy must be initialled by the authorised signatory/ies.10. This Form of Proxy is revoked if the shareholder who granted the proxy:

10.1 gives written notice of such revocation to the company, so that it is received by the company before Tuesday, 31 May 2016; or10.2 subsequently appoints another proxy for the Annual General Meeting; or10.3 attends the Annual General Meeting himself in person.

11. If duly authorised, companies and other corporate bodies who are shareholders of the company having shares registered in their own names may, instead of completing this Form of Proxy, appoint a representative to represent them and exercise all of their rights at the Annual General Meeting by giving written notice of the appointment of that representative. That notice will not be effective at the Annual General Meeting unless it is accompanied by a duly certified copy of the resolution/s or other authorities in terms of which that representative is appointed and is received at the company’s transfer office, Link Market Services South Africa Proprietary Limited, by no later 13:00, Tuesday, 31 May 2016. If a shareholder does not wish to deliver that notice to that address, it may also be posted, at the risk of the shareholder, to Link Market Services South Africa Proprietary Limited, PO Box 4844, Johannesburg, 2000.

12. The completion and lodging of this Form of Proxy does not preclude the relevant shareholder from attending the Annual General Meeting and speaking and voting in person to the exclusion of any proxy appointed by the shareholder.

13. The Chairman of the Annual General Meeting may accept or reject any Form of Proxy which is completed and/or received other than in accordance with these instructions, provided that he shall not accept a proxy unless he is satisfied as to the manner in which a shareholder wishes to vote.

transfer secretaries’ officeLink Market Services South Africa Proprietary Limited13th Floor, Rennie House19 Ameshoff StreetBraamfontein, 2001(PO Box 4844, Johannesburg, 2000)


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The terms listed below have been used throughout this Integrated Report.

“Basic eps” Earnings for the year attributable to equity holders of Mpact divided by the weighted average number of ordinary shares in issue during the year

“B-BBee” Broad-based Black Economic Empowerment

“Bee” Black Economic Empowerment

“ceo” Chief Executive Officer

“cFo” Chief Financial Officer

“cio” Chief Information Officer

“cipc” Companies and Intellectual Property Commission

“ closing earnings yield”

HEPS as a percentage of market value per share at 31 December

“closing pe ratio” Market value per share at 31 December divided by HEPS

“companies act” Companies Act, No 71 of 2008

“ consolidated gearing”

Net debt excluding cash and cash equivalents as a ratio to total equity

“csdp” Central Securities Depositary Participants

“csi” Corporate Social Investment

“csr” Corporate Social Responsibility

“dea” Department of Environmental Affairs

“dividend cover” Underlying EPS divided by dividend per share

“dti” Department of Trade and Industry

“earnings yield” HEPS as a percentage of market value per share

“eBit” Earnings before interest and taxation

“ee” Employment Equity

“eps” Earnings per share

“exco” The Executive Committee

“FMcG” Fast Moving Consumer Goods

“Gdp” Gross Domestic Product

“GhG” Greenhouse gas

“Gri” Global Reporting Initiative

“heps” Headline earnings divided by the weighted average number of ordinary shares in issue during the year

“idc” Industrial Development Corporation

“iFrs” International Financial Reporting Standards

“it”/”ict” Information Technology/Information Communication and Technology

“Jse” JSE Limited

“king iii” King Report on Corporate Governance for South Africa 2009

“kpi” Key Performance Indicator

“ listings requirements”

Listings Requirements of the JSE

“ltiFr” Lost Time Injury Frequency Rate

“Moi” Memorandum of Incorporation

“ Mpact” or “the Group”

Mpact Limited and its subsidiaries

“ net asset value per share”

The net asset value of the company divided by the number of shares in issue, after deducting treasury shares, at the end of the year

“ operating profit margin”

EBIT as a percentage of revenue

“pdis” Previously Disadvantaged Individuals

“pe” Price earnings, market value per share divided by HEPS

“pet” Polyethylene terephthalate

“Qsr” Quick Services Restaurant

“roce” Return on Capital Employed

“rpet” Recycled PET

“sadc” Southern African Development Community

“sens” Stock Exchange News Service

“she” Safety, Health and Environment

“the Board” The Board of directors of Mpact

“the company” Mpact Limited

“the current year” The financial year ended 31 December 2015

“the next year” The financial year ending 31 December 2016

“the previous year” The financial year ended 31 December 2014

“underlying earnings” Net profit after tax and before special items attributable to equity holders of the company

“underlying eBit” Earnings before interest and taxes and before special items

“ underlying operating profit margin”

Operating profit including subsidiaries and joint ventures before special items as a percentage of revenue

GLOSSARY OF TERMS


registration number 2004/025229/06isin ZAE000156501share code MPTregistered office 4th Floor, 3 Melrose Arch Boulevard, Melrose Arch, Johannesburgpostal address Postnet Suit #179, Private Bag X1, Melrose Arch, Johannesburg, 2196telephone number +27 (0)11 994-5500Facsimile +27 (0)11 994-5300Website www.mpact.co.za company secretary Noriah Sepurutelephone number +27 (0)11 994-5551email [email protected] sponsors Rand Merchant Bank, a division of FirstRand Bank Limited (Registration number 1929/001225/06) 1 Merchant Place Rivonia Road Sandton, 2196 (PO Box 786273, Sandton, 2196) auditors Deloitte & Touche Deloitte Place, The Woodlands Woodlands Drive, Woodmead Sandton, 2196 (Private Bag X6, Gallo Manor, 2052) transfer secretaries Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07) 13th Floor, Rennie House 19 Ameshoff Street Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) investor relations Keyter Rech Investor Solutions CC (Registration number 2008/156985/23) Fountain Grove, 5 2nd Street, Hyde Park, 2195 (PO Box 653078, Benmore, 2010) commercial Bankers The Standard Bank of South Africa Limited (Registration number 1962/000738/06) 3 Simmonds Street Johannesburg, 2001 (PO Box 61344, Marshalltown, 2107)

CORPORATE INFORMATION

administration...general meeting in terms of section 59(1)(a) of the companies act, 71 of 2008, as...

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